Activists appear to have taken a vow of silence ahead next week’s 13F filing deadline. Elliott Management was the outlier in a relatively quiet week for activist campaigns after building a significant stake in biotechnology company BioMarin Pharmaceutical. Reuters reports that the status of conversations between BioMarin and Elliott are unknown, and right now, there’s no insight into potential demands. Still, BioMarin is in the midst of a CEO transition and speculation has mounted as to whether the company could become a takeover target, so this will be one to watch. Elliott has aggressively pushed healthcare companies recently, including its summer campaign against Catalent where the fund gained four board seats and the company announced it would explore strategic options.

Another trend to watch for ahead of the 13F deadline is continued interest in the insurance industry from activist investors. New analysis points to an increasing number of activist campaigns targeting insurers. Despite the regulated nature of the insurance business, some insurers have struggled to adapt to more weather-related disasters and have traded at a discount – resulting in more activists pouncing. Since 2019, campaigns involving insurers have increased each year and 2023 has proven no different as the number of campaigns targeting insurance companies is on pace to beat 2022 levels.

Meanwhile this week, GPPers attended the IR Magazine & Governance Intelligence M&A Forum, which focused on expectations of M&A in 2024, navigating the regulatory landscape, and best practices for unlocking deal value. Speakers there noted that IPOs appear to be “back on ice,” as we enter the holiday season and IPO roadshows are slowing down. Despite conversations of “sleepless nights ahead” for dealmakers, it wasn’t all doom and gloom. Speakers were cautiously optimistic as we enter the new year for a few reasons, most notably: the record amount of dry powder that could be deployed, mainly through M&A and IPOs. That doesn’t mean there will be a gold rush. This mirrored a similar sense of cautious optimism at the Reuters NEXT conference in New York City, where Goldman Sachs’ global M&A co-head Stephan Feldgoise sees the lack of market stability leading to a stop-and-go deal market. “I’m reasonably bullish that [deals] will return, but obviously it will be in fits and starts,” he told Reuters’ Anirban Sen. 



Have a great weekend, 

GPP Team 

Reuters: Exclusive: Activist Investor Elliott Targets Drugmaker BioMarin – Sources

Svea Herbst-Bayliss reports that Elliott Management has taken a $1 billion stake in the biotech company BioMarin Pharmaceutical and has been engaging its management for the last few months. Read More

Law360: How Shareholder Activists Are Targeting Insurers

Activist campaigns involving insurers have increased each year from 2019 to 2022, with 23 campaigns in 2022. The trend has continued in 2023, with 18 more campaigns in the first 10 months of the year. Read More

Reuters: Investment Bankers See Dealmaking Lull Storing Pent-Up Demand

Anirban Sen spoke with leading investment banks about how the lack of dealmaking in 2023 will set the stage for an increase in activity in the near-term should economic uncertainty and geopolitical conflicts ease. Read More

CORPORATE GOVERNANCE

Reuters: Elliott Management Sues US SEC for Records on Swaps Rules

Last Friday, Elliot Management sued the SEC, writes Svea Herbst-Bayliss and Jonathan Stempel, with the activist firm accusing the commission of failing to share records relating to its proposed rule changes that would require activists to be more transparent in disclosing their security positions with companies. Read More

HBR on Strategy: Corporate Governance Can Be a Growth Strategy

Harvard Business School professor V.G. Narayanan shares a case study in corporate governance, detailing how the private asset management firm Capital SAFI approaches the selection and evaluation of its Board members. Listen Here

M&A & IPOs

The Closer: Google and the IPO Whisperer

In the latest episode of the The Closer podcast, Lise Buyer – the so-called 'IPO Whisperer – shares the behind-the-scenes stories that led to Google's unorthodox IPO, including the unusual “dirty” Dutch Auction process they would use to price the company’s shares. Listen Here

The Deal: Microsoft-Activision Exemplifies 'Fix It First' Trend

David Hatch uses the Microsoft-Activision transaction to showcase how dealmakers are leveraging a “fix it first” strategy to get deals done in this volatile market. It’s not the strategy of choice for all dealmakers though, with some preferring to “litigate the fix” instead. Read More

ANTITRUST

Planet Money: FTC Chair Lina Khan on Antitrust in the Age of Amazon

NPR's 'Planet Money' podcast interviews FTC Chair Lina Khan on lessons learned from her tenure so far, and the evolution of potentially anti-competitive tactics. Listen Here

ESG

Harvard Law School Forum on Corporate Governance: Divestment and Engagement: The Effect of Green Investors on Corporate Carbon Emissions

Professors from both The University of Southern California and The University of Utah share new research revealing that increases in "green" investments by public pension funds are correlated to reduced carbon emissions by companies. Read More

Bloomberg: Bankers Seek Legal Cover After Backing $1.5 Trillion of ESG Debt

Greg Ritchie and Alastair Marsh detail how bankers around the globe who serve ESG debt markets and provide sustainability-linked loans are increasingly seeking more legal protections to insulate themselves from greenwashing risks. Read More

FROM OUR DESK TO YOURS

It was great to see so many friends and members of the deal and legal community last night who came together at an event sponsored by the American Jewish Committee. We were there to honor Scott Barshay, head of the corporate department at Paul Weiss, who received the Judge Learned Hand Award, the AJC’s highest honor given to a top legal professional annually. AJC is a global organization devoted to combating anti-Semitism, supporting Israel and taking on issues such as radicalism and extremism. AJC’s mission could not be more important and GPP is proud to support it. 

Anyone who has visited the American Museum of Natural History on the Upper West Side of Manhattan — maybe with kids in tow, shopping bags and strollers — has seen the iconic elephants in the Hall of African Mammals. Next week, the Museum opens a new exhibit called The Secret Lives of Elephants, and GPP was there for a sneak peek this week. It highlights both modern and ancient elephants, and a great model of a woolly mammoth. The exhibit shows the elephant family tree including the dwarf elephant, a four-foot creature that lived in Sicily (presumably enjoyed Mt Etna wines), and the three modern elephant species alive today. Listen to elephant calls and other fun parts of the exhibit.

PEOPLE MOVES

• The Walt Disney Company named Hugh Johnston, former Chief Financial Officer of PepsiCo, as new Senior Executive Vice President and Chief Financial Officer. Read More

• Cara Lombardo and David Benoit have been named deputy Wall Street bureau chiefs at The Wall Street Journal, reporting to Dana Cimilluca. Read More

• Wachtell, Lipton, Rosen & Katz is installing two new co-chairs, corporate partner Andrew Nussbaum and litigation partner William Savitt, to replace current chairs Edward Herlihy and Daniel Neff. Read More

• The Washington Post named news media veteran William Lewis as its new publisher and CEO. Lewis is the founder, CEO and publisher of Gen-Z focused The News Movement and is a former CEO of Dow Jones and publisher of the Wall Street Journal. Read More



• Whitney Wolfe, founder and CEO of the dating app, Bumble, is stepping down and will be replaced by Slack CEO Lidiane Jones. Read More

• Thanksgiving November 23^rd (GPP T-Day potluck November 16, join us)
• November 29: New York Times’ Dealbook Summit, New York, New York
• November 30: IR Magazine ESG Integration Forum, New York, New York